HERMÈS - 2018 Registration document

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Corporate Governance

Supervisory Board’s report on corporate governance

3.1.10.3 Audit Committee and Risk rules of procedure Entered into force on March 24 th , 2010 – Version N°5 – modified on March 19 th , 2019 Purpose The Audit and Risk Committee is a specialised committee of the Supervisory Board. It was first set up on 26 January 2005 and the Board decided to progres- sively assign it new duties and responsibilities, renaming it as follows: These rules of procedure define the composition, duties structure and functioning of the Audit and Risk Committee of Hermès International which acts under the collective and exclusive responsibility of the Supervisory Board. Its purpose is to enhance the quality of the Audit and Risk Committee’s work by promoting the application of good corporate governance principles and best practices, in the interests of ethics and greater effectiveness. 1. Composition of the Audit and Risk Committee 1.1 Chairmanship – Number of members The Chairman of the Audit and Risk Committee is appointed by the Supervisory Board. The Audit and Risk Committee comprises at least four members of the Supervisory Board. 1.2 Proportion of independent members – Specific expertise in finance, accounting or statutory auditing At least half of the members of the Audit and Risk Committee must, at the time of their appointment and for the term their office, be qualified as independent under the Supervisory Board’s rules of procedure. At least onemember of the Audit and Risk Committeemust be appointed from among the independent members of the Board and have specific expertise in finance, accounting or statutory auditing. 1.3 Term of appointment to the Audit and Risk Committee The members of the Audit and Risk Committee are appointed by the Supervisory Board for the duration of their term of office as a member of the Supervisory Board or for any other term defined by the Supervisory Board. They may be reappointed indefinitely. 2. Duties of the Audit and Risk Committee The Audit andRisk Committee studies and prepares certain proceedings of the Supervisory Board and submits to the Board its opinions, propo- sals and recommendations. In accordance with Article L. 823-19 of the French Commercial Code and without prejudice to the powers of the Supervisory Board, which it does not replace, the duties of the Audit and Risk Committee are to: 26 January 2005 19 March 2019 Audit Committee Audit and Risk Committee

2.1

With regard to preparing accounting and financial information

s s review and comment on the parent company and consolidated finan- cial statements before they are approved by Executive Management and presented to the Supervisory Board; s s ensure that the accounting methods applied are relevant and consistent; s s verify that internal data collection and control procedures guarantee the quality of the information provided; s s review the work programme and results of internal and external audit assignments; • • monitor the process of preparing financial information and, where appropriate, make recommendations to ensure its integrity, • • monitor the effectiveness of internal control and riskmanagement systems and internal audits regarding the procedures for prepa- ring and processing accounting, financial and extra financial infor- mation without jeopardising its independence. 2.2 With regard to auditing accounting and financial information and the Statutory Auditors s s makea recommendation to theSupervisory Board, prepared inaccor- dance with Article 16 of Regulation (EU) No. 537/2014, on the (re) appointment of the Statutory Auditors put to the General Meeting; s s monitor the Statutory Auditors’ performance of their duties in light of the High Commission on Statutory Audit’s remarks and conclusions following audits conducted in accordance with Articles L. 821-9 et seq. of the French Commercial Code; s s ensure the Statutory Auditors’ compliance with the independence requirements set out in Articles L. 821-9 et seq. of the French Commercial Code, take the necessary measures to apply Article 4 paragraph. 3 of the aforementioned Regulation (EU) No. 537/2014, and ensure compliance with the conditions mentioned in Article 6 of said Regulation; s s approve on a case-by-case basis the provision of the services men- tioned in Article L. 822-11-2 of the French Commercial Code in accor- dance with the following rules: • • the following services need not be approved beforehand: -- audit of Group reporting by subsidiaries, • • individual services worth less than €100,000 up to a combined ceiling of €800,000 a year are delegated to the Group finance department, • • the approval of the Audit and Risk Committee is required for amounts beyond the above thresholds, • • the Statutory Auditors must disclose all fees for the financial year to the Audit and Risk Committee, including those relating to ser- vices provided within the context of the procedure; -- audit of local financial statements of subsidiaries, -- mandatory services (such as equity transactions);

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2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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